HSW International Inc (HSWI)

ERISA”) and (ii) each
employment, severance or similar contract, plan, arrangement or policy and each
other plan or arrangement (written or oral) providing for compensation, bonuses,
profit-sharing, stock option or other stock related rights or other forms of
incentive or deferred compensation, vacation benefits, insurance coverage
(including any self-insured arrangements), health or medical benefits,
disability benefits, other welfare benefits, workers’ compensation, supplemental
unemployment benefits, severance benefits and post-employment or retirement
benefits (including compensation, pension, health, medical or life insurance
benefits) which is currently maintained, administered, contributed to or
required to be contributed to by Company or any ERISA Affiliate and covers any
director, officer, employee or independent contractor or former director,
officer, employee or independent contractor of Company, or with respect to which
Company or any ERISA Affiliate has any liability, whether direct or indirect,
actual or contingent, formal or informal. Such plans are referred to
herein individually as an “